SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FILM ROMAN, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
95-4585357
(I.R.S. Employer Identification No.)
12020 CHANDLER BOULEVARD, SUITE 200
NORTH HOLLYWOOD, CALIFORNIA 91607
(Address of Principal Executive Offices)
STOCK OPTION PLAN
(Full Title of the Plan)
WILLIAM A. SHPALL
CHIEF OPERATING OFFICER
FILM ROMAN, INC.
12020 CHANDLER BOULEVARD, SUITE 200
NORTH HOLLYWOOD, CALIFORNIA 91607
(Name and Address of Agent for Service) (Zip Code)
(818) 761-2544
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
LINDA GIUNTA MICHAELSON, ESQ.
TROOP STEUBER PASICH REDDICK & TOBEY, LLP
2029 CENTURY PARK EAST, 24TH FLOOR
LOS ANGELES, CALIFORNIA 90067-3010
(310) 728-3000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===========================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered Share(1) Price(1) Registration Fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 350,000 Shares(2) $1.25 $437,500 $121.63
===========================================================================================================
<FN>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h)(1) under the Securities Act of 1933, as amended, and based upon
the average of the high and low prices of the Common Stock of Film Roman, Inc.
(the "Registrant") as reported on the NASDAQ National Market System on
October 22, 1999.
(2) 1,227,695 Shares of Common Stock under the same plan were previously
registered on a Form S-8, file number 33- 19387, for which the appropriate fee
was paid. An additional 522,305 Shares of Common Stock under the same plan were
previously registered on a Form S-8, file number 333-80779, for which the
appropriate fee was paid.
</FN>
</TABLE>
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<PAGE>
This Registration Statement on Form S-8 is for the registration of an additional
350,000 shares of Common Stock for which the Form S-8 registration statement,
file number 33-19387, was filed on January 8, 1997 relating to the Stock Option
Plan.
The Form S-8, file number 33-19387, is hereby incorporated by reference.
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section
10(a) prospectus is omitted from the Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as
amended, and the Note to Part I of Form S-8.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated herein by reference:
(a) The description of the Common Stock of Film Roman, Inc. (the
"Company") contained in the Registration Statement on Form S-1
filed with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as
amended, on May 17, 1996 (Registration No. 33-03987), as
amended by Amendment No. 1 filed with the Commission on July
12, 1996, as amended by Amendment No. 2 filed with the
Commission on September 10, 1996, as amended by Amendment No.
3 filed with the Commission on September 30, 1996 and a
prospectus filed with the Commission on October 2, 1996.
(b) The Registrant's Registration Statement on Form S-8, file
number 33-19387.
(c) The Registrant's Registration Statement on Form S-8, file number
333-80779.
(d) All documents and reports filed by the Registrant with the
Securities and Exchange Commission pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part
hereof from the respective dates of filing of such documents or
reports. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein, or in
any other subsequently filed document that also is or is deemed
to be incorporated by reference herein, modifies or supersedes
such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
See Item 3(a), above.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
See Registrant's Registration Statement on Form S-8, file number
33-19387.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Stock Option Plan (the "Plan") (previously filed as Exhibit
10.7 to the Company's Registration Statement on Form S-1
(Registration No. 33-03987).
5.1 Opinion of Troop Steuber Pasich Reddick & Tobey, LLP as to the
legality of the securities being registered.
23.1 Consent of Ernst and Young LLP.
23.2 Consent of Troop Steuber Pasich Reddick & Tobey, LLP (included in
Exhibit 5.1).
24.1 Power of Attorney (included on page 5).
ITEM 9. UNDERTAKINGS.
See Registrant's Registration Statement on Form S-8, file number
33-19387.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on this 28th day of
October, 1999.
FILM ROMAN, INC. (Registrant)
By: /s/ William A. Shpall
-------------------------------------
William A. Shpall,
Chief Operating Officer
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<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
William Shpall and Jon F. Vein, and each of them, with full power to act
without the other, such person's true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and his name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the foregoing, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
SIGNATURE Title Date
--------- ----- ----
/s/ William Shpall
- ----------------------- Chief Operating Officer October 28, 1999
WILLIAM SHPALL (Principal Executive Officer)
/s/ Gregory Arsenault
- ----------------------- Senior Vice President October 28, 1999
GREGORY ARSENAULT Finance and Administration
(Principal Accounting and
Financial Officer)
/s/ Robert Cresci Director October 28, 1999
- -----------------------
ROBERT CRESCI
/s/ Peter Mainstain Director October 26, 1999
- -----------------------
PETER MAINSTAIN
/s/ Dixon Q. Dern Director October 26, 1999
- -----------------------
DIXON Q. DERN
/s/ Daniel Villanueva Director October 26, 1999
- -----------------------
DANIEL VILLANUEVA
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<PAGE>
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
- ---------- -------------------
4.1 Stock Option Plan (the "Plan") (previously filed as Exhibit 10.7
to the Company's Registration Statement on Form S-1 (Registration
No. 33-03987).
5.1 Opinion of Troop Steuber Pasich Reddick & Tobey, LLP as to the
legality of the securities being registered.
23.1 Consent of Ernst and Young LLP.
23.2 Consent of Troop Steuber Pasich Reddick & Tobey, LLP (included in
Exhibit 5.1).
24.1 Power of Attorney (included on page 5).
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[LETTERHEAD OF TROOP STEUBER PASICH REDDICK & TOBEY, LLP]
October 29, 1999
Film Roman, Inc.
12020 Chandler Boulevard, Suite 200
North Hollywood, CA 91607
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form
S-8 (the Registration Statement") to which this letter is attached as Exhibit
5.1 filed by Film Roman, Inc., a Delaware corporation (the "Company"), in order
to register under the Securities Act of 1933, as amended (the "Act"), 350,000
shares of Common Stock (the "Shares"), of the Company issuable pursuant to the
Company's Stock Option Plan (the "Plan").
We are of the opinion that the Shares have been duly authorized and,
upon issuance and sale in conformity with and pursuant to the Plan, the Shares
will be legally and validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an Exhibit to the Registration
Statement and to the use of our name in the Prospectus constituting a part
thereof.
Respectfully submitted,
/s/ Troop Steuber Pasich
Reddick & Tobey, LLP
TROOP STEUBER PASICH
REDDICK & TOBEY, LLP
ERNST & YOUNG LLP
Suite 2100
1999 Avenue of the Stars
Los Angeles, CA 90067
Phone 310 551 5500
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference iin the Registration Statement on
Form S-8 pertaining to the Film Roman, Inc. Stock Option Plan of our report
dated March 10, 1999, with respect to the consolidated financial statements of
Film Roman, Inc. included in the Annual Report (Form 10-K) for the year ended
December 31, 1998, filed with the Securities and Exchange Commission.
Los Angeles, CA /S/ ERNST & YOUNG LLP
October 25, 1999 ERNST & YOUNG LLP
